Guaranty and Security Agreement



 Exhibit 10.2 
 EXECUTION VERSION 
  
  
  
 GUARANTY AND SECURITY AGREEMENT 
 Dated as of December 7, 2009 
 among 
 THE PRINCETON REVIEW, INC. 
 and 
 Each Grantor 
 From Time to Time Party Hereto 
 and 
 GENERAL ELECTRIC CAPITAL CORPORATION, 
 as Administrative Agent and Collateral Agent 
  
  
  







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	ARTICLE I DEFINED TERMS	  	1
			
	 Section 1.1
	  	 Definitions
	  	1
	 Section 1.2
	  	 Certain Other Terms
	  	4
		
	ARTICLE II GUARANTY	  	4
			
	 Section 2.1
	  	 Guaranty
	  	4
	 Section 2.2
	  	 Limitation of Guaranty
	  	4
	 Section 2.3
	  	 Contribution
	  	4
	 Section 2.4
	  	 Authorization; Other Agreements
	  	5
	 Section 2.5
	  	 Guaranty Absolute and Unconditional
	  	5
	 Section 2.6
	  	 Waivers
	  	6
	 Section 2.7
	  	 Reliance
	  	6
		
	ARTICLE III GRANT OF SECURITY INTEREST	  	7
			
	 Section 3.1
	  	 Collateral
	  	7
	 Section 3.2
	  	 Grant of Security Interest in Collateral
	  	7
		
	ARTICLE IV REPRESENTATIONS AND WARRANTIES	  	8
			
	 Section 4.1
	  	 Title; No Other Liens
	  	8
	 Section 4.2
	  	 Perfection and Priority
	  	8
	 Section 4.3
	  	 Jurisdiction of Organization; Chief Executive Office
	  	8
	 Section 4.4
	  	 Locations of Inventory, Equipment and Books and Records
	  	8
	 Section 4.5
	  	 Pledged Collateral
	  	8
	 Section 4.6
	  	 Instruments and Tangible Chattel Paper Formerly Accounts
	  	9
	 Section 4.7
	  	 Intellectual Property
	  	9
	 Section 4.8
	  	 Commercial Tort Claims
	  	10
	 Section 4.9
	  	 Specific Collateral
	  	10
	 Section 4.10
	  	 Enforcement
	  	10
	 Section 4.11
	  	 Representations and Warranties of the Credit Agreement
	  	10
		
	ARTICLE V COVENANTS	  	10
			
	 Section 5.1
	  	 Maintenance of Perfected Security Interest; Further Documentation and Consents
	  	10
	 Section 5.2
	  	 Changes in Locations, Name, Etc
	  	11
	 Section 5.3
	  	 Pledged Collateral
	  	11
	 Section 5.4
	  	 Accounts
	  	12
	 Section 5.5
	  	 Commodity Contracts
	  	12
	 Section 5.6
	  	 Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel
Paper
	  	12
	 Section 5.7
	  	 Intellectual Property
	  	13
	 Section 5.8
	  	 Notices
	  	14
	 Section 5.9
	  	 Notice of Commercial Tort Claims
	  	14
		
	ARTICLE VI REMEDIAL PROVISIONS	  	15
			
	 Section 6.1
	  	 Code and Other Remedies
	  	15
	 Section 6.2
	  	 Accounts and Payments in Respect of General Intangibles
	  	18
	 Section 6.3
	  	 Pledged Collateral
	  	19
	 Section 6.4
	  	 Proceeds to be Turned over to and Held by Administrative Agent
	  	19

  

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 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page
	 Section 6.5
	  	 Registration Rights
	  	20
	 Section 6.6
	  	 Deficiency
	  	20
		
	ARTICLE VII THE ADMINISTRATIVE AGENT	  	20
			
	 Section 7.1
	  	 Administrative Agent’s Appointment as Attorney-in-Fact
	  	20
	 Section 7.2
	  	 Authorization to File Financing Statements
	  	22
	 Section 7.3
	  	 Authority of Administrative Agent
	  	22
	 Section 7.4
	  	 Duty; Obligations and Liabilities
	  	22
		
	ARTICLE VIII MISCELLANEOUS	  	23
			
	 Section 8.1
	  	 Reinstatement
	  	23
	 Section 8.2
	  	 Release of Collateral
	  	23
	 Section 8.3
	  	 Independent Obligations
	  	24
	 Section 8.4
	  	 No Waiver by Course of Conduct
	  	24
	 Section 8.5
	  	 Amendments in Writing
	  	24
	 Section 8.6
	  	 Additional Grantors; Additional Pledged Collateral
	  	24
	 Section 8.7
	  	 Notices
	  	25
	 Section 8.8
	  	 Successors and Assigns
	  	25
	 Section 8.9
	  	 Counterparts
	  	25
	 Section 8.10
	  	 Severability
	  	25
	 Section 8.11
	  	 Governing Law
	  	25
	 Section 8.12
	  	 Waiver of Jury Trial
	  	25

  

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 TABLE OF CONTENTS 
  

			
		  	ANNEXES AND SCHEDULES
		
	Annex 1	  	 Form of Pledge Amendment

	Annex 2	  	 Form of Joinder Agreement

	Annex 3	  	 Form of Intellectual Property Security Agreement

		
	Schedule 1	  	 Commercial Tort Claims

	Schedule 2	  	 Filings

	Schedule 3	  	 Jurisdiction of Organization; Chief Executive Office

	Schedule 4	  	 Location of Inventory and Equipment

	Schedule 5	  	 Pledged Collateral

	Schedule 6	  	 Intellectual Property


  

 iii 








 GUARANTY AND SECURITY AGREEMENT, dated as of December 7, 2009, by THE PRINCETON REVIEW,
INC. (the “Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors”), in favor of
General Electric Capital Corporation (“GE Capital”), as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the Lenders
and the L/C Issuers and each other Secured Party (each as defined in the Credit Agreement referred to below). 
 W I T N E S S E
T H: 
 WHEREAS, pursuant to the Credit Agreement dated as of December 7, 2009, (as the same may be modified from time to
time, the “Credit Agreement”) among the Borrower, the guarantors party thereto, the Lenders and the L/C Issuers from time to time party thereto and GE Capital, as administrative agent and collateral agent for the Lenders and the L/C
Issuers, the Lenders and the L/C Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 
 WHEREAS, each Grantor (other than the Borrower) has agreed to guaranty the Obligations (as defined in the Credit Agreement) of the Borrower;

 WHEREAS, each Grantor will derive substantial direct and indirect benefits from the making of the extensions of credit under
the Credit Agreement; and 
 WHEREAS, it is a condition precedent to the obligation of the Lenders and the L/C Issuers to make
their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent; 
 NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the
Credit Agreement and to induce the Lenders and the L/C Issuers to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent as follows: 
 ARTICLE I 
 DEFINED TERMS 
 Section 1.1 Definitions. (a) Capital terms used herein without definition are
used as defined in the Credit Agreement. 
 (b) The following terms have the meanings given to them in the UCC and terms used
herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “account”, “account
debtor”, “as-extracted collateral”, “certificated security”, “chattel paper”, “commercial tort claim”, “commodity contract”, “deposit
account”, “electronic chattel paper”, “equipment”, “farm products”, “fixture”, “general intangible”, “goods”,
“health-care-insurance receivable”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”,
“record”, “securities account”, “security”, “supporting obligation” and “tangible chattel paper”. 
  


					
		  		  	 GUARANTY AND SECURITY AGREEMENT
 THE PRINCETON REVIEW, INC.










 (c) The following terms shall have the following meanings: 
 “Agreement” means this Guaranty and Security Agreement. 
 “Applicable IP Office” means the United States Patent and Trademark Office, the United States Copyright Office or any
similar office or agency within or outside the United States. 
 “Collateral” has the meaning specified in
Section 3.1. 
 “Excluded Equity” means any voting stock in excess of 66% of the outstanding voting
stock of any Excluded Foreign Subsidiary. For the purposes of this definition, “voting stock” means, with respect to any issuer, the issued and outstanding shares of each class of Stock of such issuer entitled to vote (within the
meaning of Treasury Regulations § 1.956-2(c)(2)). 
 “Excluded Property” means, collectively,
(i) Excluded Equity, (ii) any permit or license or any Contractual Obligation entered into by any Grantor (A) that prohibits or requires the consent of any Person other than the Borrower and its Affiliates as a condition to the
creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Agreement or the subject matter thereof any Stock or Stock Equivalent related thereto or (B) to the extent that any Requirement of Law
applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed
ineffective by the UCC or any other Requirement of Law, (iii) fixed or capital assets owned by any Grantor that are subject to a purchase money Lien or a Capital Lease if the Contractual Obligation pursuant to which such Lien is granted (or in
the document providing for such Capital Lease) prohibits or requires the consent of any Person other than the Borrower and its Affiliates as a condition to the creation of any other Lien on such equipment, (iv) any “intent to use”
Trademark applications for which a statement of use has not been filed (but only until such statement is filed), and (v) Vehicles; provided, however, “Excluded Property” shall not include any proceeds, products,
substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property). 
 “Guaranteed Obligations” has the meaning set forth in Section 2.1. 
 “Guarantor” means each Grantor other than the Borrower. 
 “Guaranty” means the guaranty of the Guaranteed Obligations made by the Guarantors as set forth in this Agreement. 
 “Material Intellectual Property” means Intellectual Property that is owned by or licensed to a Grantor pursuant to a written agreement and material to the conduct of any Grantor’s
business. 
 “Pledged Certificated Stock” means all certificated securities and any other Stock or Stock
Equivalent of any Person evidenced by a certificate, instrument or other similar document (as defined in the UCC), in each case owned by any Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time
to time, exceeding $100,000 in the aggregate including all Stock and Stock Equivalents listed on Schedule 5. Pledged Certificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in Controlled Securities
Accounts to the extent permitted by Section 7.11 of the Credit Agreement. 
  


					
		  	2	  	 GUARANTY AND SECURITY AGREEMENT
 THE PRINCETON REVIEW, INC.










 “Pledged Collateral” means, collectively, the Pledged Stock and the Pledged
Debt Instruments. 
 “Pledged Debt Instruments” means all right, title and interest of any Grantor in
instruments evidencing any Indebtedness owed to such Grantor or other obligations owed to such Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, exceeding $100,000 in the aggregate,
including all Indebtedness described on Schedule 5, issued by the obligors named therein. Pledged Debt Instruments excludes any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by
Section 7.11 of the Credit Agreement 
 “Pledged Investment Property” means any investment property
of any Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, exceeding $100,000 in the aggregate other than any Pledged Stock or Pledged Debt Instruments. Pledged Investment Property
excludes any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 7.11 of the Credit Agreement 
 “Pledged Stock” means all Pledged Certificated Stock and all Pledged Uncertificated Stock. 
 “Pledged Uncertificated Stock” means any Stock or Stock Equivalent of any Person that is not Pledged Certificated Stock, including all right, title and interest of any Grantor as a
limited or general partner in any partnership not constituting Pledged Certificated Stock or as a member of any limited liability company, all right, title and interest of any Grantor in, to and under any Constituent Document of any partnership or
limited liability company to which it is a party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, exceeding $100,000 in the aggregate including in each case those interests set forth on
Schedule 5, to the extent such interests are not certificated. Pledged Certificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by
Section 7.11 of the Credit Agreement. 
 “Security Cash Collateral Account” means a Cash Collateral
Account that is not a L/C Cash Collateral Account. 
 “Software” means (a) all computer programs,
including source code and object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.

 “Subsidiary Guarantor” means any Guarantor that is a Subsidiary of the Borrower. 
 “UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided,
however, that, in the event that, by reason of mandatory provisions of any applicable Requirement of Law, any of the attachment, perfection or priority of the Administrative Agent’s or any other Secured Party’s security interest in
any Collateral is governed by the Uniform Commercial Code of a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof
relating to such attachment, perfection or priority and for purposes of the definitions related to or otherwise used in such provisions. 
  


					
		  	3	  	 GUARANTY AND SECURITY AGREEMENT
 THE PRINCETON REVIEW, INC.










 “Vehicles” means all vehicles covered by a certificate of title law of any
state. 
 Section 1.2 Certain Other Terms. (a) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms. The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole and not to any particular Article, Section or clause in this
Agreement. References herein to an Annex, Schedule, Article, Section or clause refer to the appropriate Annex or Schedule to, or Article, Section or clause in this Agreement. Where the context requires, provisions relating to any Collateral when
used in relation to a Grantor shall refer to such Grantor’s Collateral or any relevant part thereof. 
 (b)
Section 1.5 (Interpretation) of the Credit Agreement is applicable to this Agreement as and to the extent set forth therein. 
 ARTICLE II 
 GUARANTY 
 Section 2.1 Guaranty. To induce the Lenders to make the Loans and the L/C Issuers to Issue Letters of Credit, each
Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration,
mandatory prepayment or otherwise in accordance with any Loan Document, of all the Obligations of the Borrower whether existing on the date hereof or hereinafter incurred or created (the “Guaranteed Obligations”). This Guaranty by
each Guarantor hereunder constitutes a guaranty of payment and not of collection. 
 Section 2.2 Limitation of
Guaranty. Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Subsidiary Guarantor shall be liable hereunder shall not exceed the maximum amount for which
such Subsidiary Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Subsidiary Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent
transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively,
“Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such
analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty. 
 Section 2.3 Contribution. To the extent that any Subsidiary Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation exceeding the greater of (a) the amount of the economic benefit
actually received by such Subsidiary Guarantor from the Loans and other Obligations and (b) the amount such Subsidiary Guarantor would otherwise have paid if such Subsidiary Guarantor had paid the aggregate amount of the Guaranteed Obligations
(excluding the amount thereof repaid by the Borrower and Holdings) in the same proportion as such Subsidiary Guarantor’s net worth on the date enforcement is sought hereunder bears to the

  


					
		  	4	  	 GUARANTY AND SECURITY AGREEMENT
 THE PRINCETON REVIEW, INC.










 
aggregate net worth of all the Subsidiary Guarantors on such date, then such Guarantor shall be reimbursed by such other Subsidiary Guarantors for the amount of such excess, pro rata, based on
the respective net worth of such other Subsidiary Guarantors on such date. 
 Section 2.4 Authorization; Other
Agreements. The Secured Parties are hereby authorized, without notice to or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from
time to time, to do each of the following: 
 (a)(i) modify, amend, supplement or otherwise change, (ii) accelerate or
otherwise change the time of payment or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any Loan Document; 
 (b) apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents; 
 (c) refund at any time any payment received by any Secured Party in respect of any Guaranteed Obligation; 
 (d)(i) Sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute,
surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation,
(iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with the Borrower and any other Guarantor, maker or endorser of
any Guaranteed Obligation or any part thereof; and 
 (e) settle, release, compromise, collect or otherwise liquidate the
Guaranteed Obligations. 
 Section 2.5 Guaranty Absolute and Unconditional. Each Guarantor hereby waives and
agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be
discharged (except as a result of payment in full in cash of all Guaranteed Obligations) as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with
respect to this Guaranty, in each case except as otherwise agreed in writing by the Administrative Agent): 
 (a) the invalidity
or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty
of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; 
 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or
other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; 
  


					
		  	5	  	 GUARANTY AND SECURITY AGREEMENT
 THE PRINCETON REVIEW, INC.










 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to
preserve any rights with respect to, any Collateral; 
 (d) any workout, insolvency, bankruptcy proceeding, reorganization,
arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any
discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; 
 (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately
against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or 
 (f)
any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the
payment in full of the Guaranteed Obligations. 
 Section 2.6 Waivers. Each Guarantor hereby unconditionally
and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any demand for
payment or performance and protest and notice of protest, (b) any notice of acceptance, (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any
accrued but unpaid interest thereon) becoming immediately due and payable and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Borrower
or any other Guarantor. Until payment in full in cash of the Guaranteed Obligations and termination of all Commitments, each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of
subrogation or any right of reimbursement or contribution or similar right against the Borrower or any other Guarantor by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may
have against any other Loan Party or set off any of its obligations to such other Loan Party against obligations of such Loan Party to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance.

 Section 2.7 Reliance. Each Guarantor hereby assumes responsibility for keeping itself informed of the
financial condition of the Borrower, each other Guarantor and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or
any part thereof that diligent inquiry would reveal, and each Guarantor hereby agrees that no Secured Party shall have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event any
Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, such Secured Party shall be under no obligation to (a) undertake any investigation not a part of its regular
business routine, (b) disclose any information that such Secured Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) make any future disclosures of such information or
any other information to any Guarantor. 
  


					
		  	6	  	 GUARANTY AND SECURITY AGREEMENT
 THE PRINCETON REVIEW, INC.










 ARTICLE III 
 GRANT OF SECURITY INTEREST 
 Section 3.1
Collateral. For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests is
collectively referred to as the “Collateral”: 
 (a) all accounts, chattel paper, deposit accounts, documents
(as defined in the UCC), equipment, general intangibles, instruments, inventory, investment property and any supporting obligations related thereto; 
 (b) the commercial tort claims described on Schedule 1 and on any supplement thereto received by the Administrative Agent pursuant to Section 5.9; 
 (c) all books and records pertaining to the other property described in this Section 3.1; 
 (d) all property of such Grantor held by any Secured Party, including all property of every description, in the custody of or in transit to
such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash; 
 (e) all other goods (including but not limited to fixtures) and personal property of such Grantor, whether tangible or intangible and
wherever located; and 
 (f) to the extent not otherwise included, all proceeds of the foregoing; 
 provided, however, that “Collateral” shall not include any Excluded Property; and provided, further, that if
and when any property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date thereof to constitute Collateral. 
 Section 3.2 Grant of Security Interest in Collateral. Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by
acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the Administrative Agent for the benefit of the Secured Parties, and grants to the
Administrative Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor. 
  


					
		  	7	  	 GUARANTY AND SECURITY AGREEMENT
 THE PRINCETON REVIEW, INC.










 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES 
 To induce the Lenders, the L/C Issuers and the
Administrative Agent to enter into the Loan Documents, each Grantor hereby represents and warrants each of the following to the Administrative Agent, the Lenders, the L/C Issuers and the other Secured Parties: 
 Section 4.1 Title; No Other Liens. Except for the Lien granted to the Administrative Agent pursuant to this Agreement and
other Permitted Liens (except for those Permitted Liens not permitted to exist on any Collateral) under any Loan Document (including Section 4.2), such Grantor owns each item of the Collateral free and clear of any and all Liens or
claims of others. Such Grantor (a) is the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (b) has rights in or the power to transfer each other item of Collateral in which
a Lien is granted by it hereunder, free and clear of any other Lien. 
 Section 4.2 Perfection and Priority.
The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Administrative Agent in all Collateral subject, for the following Collateral, to the occurrence of the following:
(i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all
filings and other documents referred to on such schedule, have been delivered to the Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of Control Agreements, (iii) in the
case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of
Collateral, the execution of a Contractual Obligation granting control to the Administrative Agent over such letter-of-credit rights and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the
Administrative Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent’s Lien by operation of law or
unless otherwise permitted by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Administrative Agent of such Pledged Certificated
Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Administrative Agent or in blank and as to which the Administrative Agent has no notice of
any adverse claim, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of Control Agreements with respect to such investment property and (iii) in the case of all other instruments and tangible
chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Administrative Agent of such instruments and tangible chattel paper and as to which the Administrative Agent
has no notice of any adverse claim. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken. 
 Section 4.3 Jurisdiction of Organization; Chief Executive Office. Such Grantor’s jurisdiction of organization, legal
name and organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 3. 
 Section 4.4 Locations of Inventory, Equipment and Books and Records. On the date hereof, such Grantor’s inventory
and equipment (other than inventory or equipment in transit) and books and records concerning the Collateral are kept at the locations listed on Schedule 4. 
 Section 4.5 Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (a) is listed on Schedule 5 and constitutes that percentage of the issued
and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (b) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies
and partnerships). 
  


					
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 (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock)
and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Administrative Agent in accordance with Section 5.3(a). 
 (c) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the
rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the
management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock. 
 Section 4.6 Instruments and Tangible Chattel Paper Formerly Accounts. No amount payable to such Grantor under or in
connection with any account is evidenced by any instrument or tangible chattel paper that has not been delivered to the Administrative Agent, properly endorsed for transfer, to the extent delivery is required by Section 5.6(a).

 Section 4.7 Intellectual Property. (a) Schedule 6 sets forth a true and complete list of
the following Intellectual Property such Grantor owns, licenses or otherwise has the right to use pursuant to a written agreement: (i) Intellectual Property that is registered or subject to applications for registration, (ii) Internet
Domain Names and (iii) Material Intellectual Property and material Software (other than commercial off the shelf Software which is made available for a total cost of less than $10,000), separately identifying that owned and licensed to such
Grantor and including for each of the foregoing items (1) the owner, (2) the title, (3) the jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been filed,
(4) as applicable, the registration or application number and registration or application date and (5) any IP Licenses or other rights (including franchises) granted by the Grantor with respect thereto except for IP Licenses or other
rights granted by such Grantor substantially in the form of such Grantor’s standard customer agreement, if any. 
 (b) On
the Closing Date, all Material Intellectual Property owned by such Grantor is in full force and effect, subsisting, unexpired and to such Grantor’s knowledge, valid and enforceable, and no Material Intellectual Property has been abandoned. No
breach or default of any material IP License shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Material Intellectual
Property: (i) the consummation of the transactions contemplated by any Loan Document or (ii) to such Grantor’s knowledge, any holding, decision, judgment or order rendered by any Governmental Authority. There are no pending (or, to
the knowledge of such Grantor, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes challenging the ownership, use, validity, enforceability of, or such Grantor’s rights in, any Material
Intellectual Property of such Grantor. To such Grantor’s knowledge, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Intellectual Property of such Grantor. Such Grantor, and to such
Grantor’s knowledge each other party thereto, is not in material breach or default of any material IP License. 
  


					
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 Section 4.8 Commercial Tort Claims. The only commercial tort claims of
any Grantor existing on the date hereof in excess of $100,000 (regardless of whether the amount, defendant or other material facts can be determined and regardless of whether such commercial tort claim has been asserted, threatened or has otherwise
been made known to the obligee thereof or whether litigation has been commenced for such claims) are those listed on Schedule 1, which sets forth such information separately for each Grantor. 
 Section 4.9 Specific Collateral. None of the Collateral is or is proceeds or products of farm products, as-extracted
collateral, health-care-insurance receivables or timber to be cut. 
 Section 4.10 Enforcement. No Permit,
notice to or filing with any Governmental Authority or any other Person or any consent from any Person is required for the exercise by the Administrative Agent of its rights (including voting rights) provided for in this Agreement or the enforcement
of remedies in respect of the Collateral pursuant to this Agreement, including the transfer of any Collateral, except (a) filings or recordings in connection with the Liens granted to Administrative Agent hereunder, (b) those obtained or
made and delivered to Administrative Agent on or prior to the Closing Date, (c) as may be required in connection with the disposition of any portion of the Pledged Collateral by laws affecting the offering and sale of securities or other assets
generally, or (d) any approvals that may be required to be obtained from any bailees or landlords to collect or gain access to the Collateral. 
 Section 4.11 Representations and Warranties of the Credit Agreement. The representations and warranties as to such Grantor and its Subsidiaries made by the Borrower in Article IV
(Representations and Warranties) of the Credit Agreement are true and correct on each date as required by Section 3.2(b) of the Credit Agreement. 
 ARTICLE V 
 COVENANTS 
 Each Grantor agrees with the Administrative Agent to the following, as long as any Obligation or Commitment remains outstanding (other than
Contingent Indemnification Obligations) and, in each case, unless the Required Lenders otherwise consent in writing: 
 Section 5.1 Maintenance of Perfected Security Interest; Further Documentation and Consents. (a) Generally. Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of
any provision of any Loan Document, any Related Document, any Requirement of Law or any policy of insurance covering the Collateral and (ii) not enter into any Contractual Obligation or undertaking other than pursuant to a Requirement of Law
restricting the right or ability of such Grantor or the Administrative Agent to Sell any Collateral if such restriction would have a Material Adverse Effect. 
 (b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such
security interest and such priority against the claims and demands of all Persons. 
 (c) Pursuant to Section 6.1(e)
of the Credit Agreement, such Grantor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the
Administrative Agent may reasonably request, all in reasonable detail and in form and substance satisfactory to the Administrative Agent. 
  


					
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 (d) At any time and from time to time, upon the written request of the Administrative Agent,
such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an
authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and
(ii) take such further action as the Administrative Agent may reasonably request, including (A) using its best efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of
any Contractual Obligation, including any IP License, held by such Grantor and to enforce the security interests granted hereunder and (B) executing and delivering any Control Agreements with respect to deposit accounts and securities accounts.

 (e) Reserved. 
 (f) To ensure that any of the Excluded Property set forth in clause (ii) of the definition of “Excluded Property” becomes part of the Collateral, such Grantor shall use its best
efforts to obtain any required consents from any Person other than the Borrower and its Affiliates and any Governmental Authority with respect to any permit or license or any Contractual Obligation with such Person entered into by such Grantor that
requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Stock or Stock Equivalent related thereto. 
 Section 5.2 Changes in Locations, Name, Etc. Except upon 30 days’ prior written notice to the Administrative Agent
and delivery to the Administrative Agent of (a) all documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein and (b) if applicable, a written
supplement to Schedule 4 showing any additional locations at which inventory or equipment shall be kept, such Grantor shall not do any of the following: 
 (i) permit any inventory or equipment, in excess of $150,000 individually and $250,000 in the aggregate, to be kept at a
location other than those listed on Schedule 4, except for inventory or equipment in transit; 
 (ii)
change its jurisdiction of organization or its location, in each case from that referred to in Section 4.3; or 
 (iii) change its legal name or organizational identification number, if any, or corporation, limited liability company, partnership or other organizational structure to such an extent that any financing
statement filed in connection with this Agreement would become misleading. 
 Section 5.3 Pledged Collateral.
(a) Delivery of Pledged Collateral. Such Grantor shall (i) deliver to the Administrative Agent, in suitable form for transfer and in form and substance satisfactory to the Administrative Agent, (A) all Pledged Certificated
Stock, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) maintain all other Pledged Investment Property in a Controlled Securities Account. 
  


					
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 (b) Event of Default. During the continuance of an Event of Default, the
Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property
and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominations. 
 (c) Cash Distributions with respect to Pledged Collateral. Except as provided in Article VI, such Grantor shall be
entitled to receive all cash distributions paid in respect of the Pledged Collateral. 
 (d) Voting Rights. Except as
provided in Article VI, such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that
without the prior written consent of Administrative Agent no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would impair the Collateral or be inconsistent with or result in any violation of any
provision of any Loan Document. 
 Section 5.4 Accounts. (a) Such Grantor shall not, other than in the
ordinary course of business, (i) grant any extension of the time of payment of any account, (ii) compromise or settle any account for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the
payment of any account, (iv) allow any credit or discount on any account or (v) amend, supplement or modify any account in any manner that could adversely affect the value thereof. 
 (b) So long as any Event of Default is continuing, the Administrative Agent shall have the right to make test verifications of the Accounts
in any manner and through any medium that it reasonably considers advisable, and such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. At any time and from time to
time, upon the Administrative Agent’s request, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test
verifications of, and trial balances for, the accounts; provided, however, that unless a Default shall be continuing, the Administrative Agent shall request no more than four such reports during any calendar year. 
 Section 5.5 Commodity Contracts. Such Grantor shall not have any commodity contract other than with a Person approved by
the Administrative Agent and subject to a Control Agreement. 
 Section 5.6 Delivery of Instruments and Tangible
Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper. (a) If any amount in excess of $100,000 payable under or in connection with any Collateral owned by such Grantor shall be or become
evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with Section 5.3(a) and in the possession of the Administrative Agent, such Grantor shall mark all such instruments and tangible
chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of General Electric Capital Corporation, as Administrative Agent” and, at the request of the
Administrative Agent, shall immediately deliver such instrument or tangible chattel paper to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent. 
  


					
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 (b) Such Grantor shall not grant “control” (within the meaning of such term under
Article 9-106 of the UCC) over any investment property to any Person other than the Administrative Agent. 
 (c) If such Grantor
is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $100,000, such Grantor shall promptly, and in any event within 2 Business Days after becoming a
beneficiary, notify the Administrative Agent thereof and enter into a Contractual Obligation with the Administrative Agent, the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such letter of
credit. Such Contractual Obligation shall assign such letter-of-credit rights to the Administrative Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any
equivalent UCC). Such Contractual Obligation shall also direct all payments thereunder to a Security Cash Collateral Account. The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to the Administrative
Agent. 
 (d) If any amount in excess of $100,000 payable under or in connection with any Collateral owned by such Grantor shall
be or become evidenced by electronic chattel paper, such Grantor shall take all steps necessary to grant the Administrative Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section
under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. 
 Section 5.7 Intellectual Property. (a) Within 60 days after any change to Schedule 6 for such Grantor,
such Grantor shall provide the Administrative Agent notification thereof and the short-form intellectual property agreements and assignments as described in this Section 5.7 and other documents that the Administrative Agent reasonably
requests with respect thereto. 
 (b) Such Grantor shall (and shall cause all its licensees to) (i) (1) continue to use
each Trademark included in the Material Intellectual Property in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for
non-use, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and
legends required by applicable Requirements of Law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent shall obtain a perfected security interest in
such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any
Patent included in the Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, (y) any portion of the Copyrights included in the Material Intellectual Property may become invalidated,
otherwise impaired or fall into the public domain or (z) any Trade Secret that is Material Intellectual Property may become publicly available or otherwise unprotectable. Notwithstanding the foregoing, such Grantor shall be permitted to dispose
of Intellectual Property pursuant to Section 8.4 of the Credit Agreement. 
  


					
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 (c) Such Grantor shall notify the Administrative Agent immediately if it knows, or has
reason to know, that any application or registration relating to any Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, or of any adverse determination or development regarding the
validity or enforceability or such Grantor’s ownership of, interest in, right to use, register, own or maintain any Material Intellectual Property (including the institution of, or any such determination or development in, any proceeding
relating to the foregoing in any Applicable IP Office). Such Grantor shall take all actions that are necessary or reasonably requested by the Administrative Agent to maintain and pursue each application (and to obtain the relevant registration or
recordation) and to maintain each registration and recordation included in the Material Intellectual Property. Notwithstanding the foregoing, such Grantor shall be permitted to dispose of Intellectual Property pursuant to Section 8.4 of
the Credit Agreement. 
 (d) Such Grantor shall not knowingly do any act or omit to do any act to infringe, misappropriate,
dilute, violate or otherwise impair the Intellectual Property of any other Person. In the event that any Material Intellectual Property of such Grantor is or has been infringed, misappropriated, violated, diluted or otherwise impaired by a third
party, such Grantor shall take such action as it reasonably deems appropriate under the circumstances in response thereto, including promptly bringing suit and recovering all damages therefor. 
 (e) Such Grantor shall execute and deliver to the Administrative Agent in form and substance reasonably acceptable to the Administrative
Agent and suitable for filing in the Applicable IP Office or recording with the appropriate Internet domain name registrar, as applicable, (i) the short-form intellectual property security agreements in the form attached hereto as
Annex 3 for all Copyrights, Trademarks, Patents and IP Licenses of such Grantor and (ii) during the continuance of any Event of Default, at the Administrative Agent’s request, a duly executed form of assignment for all Internet
Domain Names of such Grantor, in each case, together with appropriate supporting documentation as may be requested by the Administrative Agent. 
 Section 5.8 Notices. Such Grantor shall promptly notify the Administrative Agent in writing of its acquisition of any interest hereafter in property that is of a type where a security
interest or lien must be or may be registered, recorded or filed under, or notice thereof given under, any federal statute or regulation. 
 Section 5.9 Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim in excess of $100,000 (whether from another Person
or because such commercial tort claim shall have come into existence), (i) such Grantor shall, promptly upon such acquisition, deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a
notice of the existence and nature of such commercial tort claim and a supplement to Schedule 1 containing a specific description of such commercial tort claim, (ii) Section 3.1 shall apply to such commercial tort claim
and (iii) such Grantor shall execute and deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, any document, and take all other action, deemed by the Administrative Agent to be
reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a perfected security interest having at least the priority set forth in Section 4.2 in all such commercial tort claims. Any supplement
to Schedule 1 delivered pursuant to this Section 5.9 shall, after the receipt thereof by the Administrative Agent, become part of Schedule 1 for all purposes hereunder other than in respect of representations and
warranties made prior to the date of such receipt. 
  


					
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 ARTICLE VI 
 REMEDIAL PROVISIONS 
 Section 6.1 Code and Other Remedies.
(a) UCC Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing,
evidencing or relating to any Secured Obligation, all rights and remedies of a secured party under the UCC or any other applicable law. 
 (b) Disposition of Collateral. Without limiting the generality of the foregoing, the Administrative Agent may, without demand of performance or other demand, presentment, protest, advertisement or
notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent not otherwise expressly
prohibited by law), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help to the extent
permitted by state law, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on the Administrative Agent’s claim or action, (ii) collect, receive,
appropriate and realize upon any Collateral and (iii) Sell, grant option or options to purchase and deliver any Collateral (enter into Contractual Obligations to do any of the foregoing), in one or more parcels at public or private sale or
sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption
of any credit risk. The Administrative Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the UCC and other applicable Requirements of Law, upon any such private sale, to purchase the whole or any part of
the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. 
 (c) Management of the Collateral. Each Grantor further agrees, that, during the continuance of any Event of Default, (i) at the Administrative Agent’s request, it shall assemble the Collateral and make it available to the
Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere, (ii) without limiting the foregoing, the Administrative Agent also has the right to require that each
Grantor store and keep any Collateral pending further action by the Administrative Agent and, while any such Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and
maintain such Collateral in good condition, (iii) until the Administrative Agent is able to Sell any Collateral, the Administrative Agent shall have the right to hold or use such Collateral to the extent that it deems appropriate for the
purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent and (iv) the Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of
any Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. The Administrative Agent shall not have
any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to any Collateral while such Collateral is in the possession of the Administrative Agent. 
  


					
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 (d) Application of Proceeds. The Administrative Agent shall apply the cash proceeds
of any action taken by it pursuant to this Section 6.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to
the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, as set forth in the Credit
Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any Requirement of Law, need the Administrative Agent account for the surplus, if any, to any Grantor. 
 (e) Direct Obligation. Neither the Administrative Agent nor any other Secured Party shall be required to make any demand upon, or
pursue or exhaust any right or remedy against, any Grantor, any other Loan Party or any other Person with respect to the payment of the Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any direct or
indirect guaranty thereof. All of the rights and remedies of the Administrative Agent and any other Secured Party under any Loan Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or
remedies provided by any Requirement of Law. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Administrative Agent or any
Lender, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder. If any notice of a
proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. 
 (f) Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Administrative Agent to exercise
remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Administrative Agent to do any of the following: 
 (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Administrative Agent to
prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; 
 (ii) fail to obtain Permits, or other consents, for access to any Collateral to Sell or for the collection or Sale of any
Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; 
 (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral;

 (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or
not such Collateral is of a specialized nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; 
  


					
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 (v) exercise collection remedies against account debtors and other Persons
obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a
specialized nature or, to the extent deemed appropriate by the Administrative Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of
any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral;

 (vi) dispose of assets in wholesale rather than retail markets; 
 (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or 
 (viii) purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or
disposition of any Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of any Collateral. 
 Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions
or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1
shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this
Section 6.1. 
 (g) IP Licenses; Real Property. Solely for the purpose of enabling the Administrative Agent
to exercise rights and remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, Sell or grant options to purchase any Collateral) at such time as
the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, (i) an irrevocable, nonexclusive license (exercisable
during the continuance of an Event of Default without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such
Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) to the extent each Grantor is permitted to do so, an irrevocable
license (without payment of rent or other compensation to such Grantor) to use, operate and occupy during the continuance of an Event of Default all Real Property owned, operated, leased, subleased or otherwise occupied by such Grantor. In the event
that the rights granted to the Administrative Agent under the nonexclusive license above includes rights in registered U.S. Trademarks, the Administrative Agent agrees to maintain, or cause to be maintained, the quality of the respective goods
and/or services associated with the use of those registered U.S. Trademarks at substantially the same level maintained by each Grantor immediately prior to the Event of Default. The licenses granted in this Section 6.1(g) shall
automatically terminate upon payment in full in cash of all Obligations, termination of all Commitments and the release of the Collateral as provided in Section 10.10(b)(iii) of the Credit Agreement. 
  


					
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 Section 6.2 Accounts and Payments in Respect of General Intangibles.
(a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Administrative Agent at any time during the continuance of an Event of Default, any payment of accounts or payment in respect
of general intangibles, when collected by any Grantor, shall be promptly (and, in any event, within 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent, in a Security Cash
Collateral Account, subject to withdrawal by the Administrative Agent as provided in Section 6.4. Until so turned over, such payment shall be held by such Grantor in trust for the Administrative Agent, segregated from other funds of such
Grantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. 
 (b) At any time during the continuance of an Event of Default: 
 (i) each Grantor shall, upon the Administrative Agent’s request, deliver to the Administrative Agent all original (or,
to the extent not available, a copy thereof) and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all original (or, to
the extent not available, a copy thereof) orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof
shall be made directly to the Administrative Agent; 
 (ii) the Administrative Agent may, without notice, at any
time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its accounts or amounts due under general intangibles or any thereof and, in its own name or in the name of others, communicate with account
debtors to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, the Administrative Agent may at any time enforce such Grantor’s
rights against such account debtors and obligors of general intangibles; and 
 (iii) each Grantor shall take all
actions, deliver all documents and provide all information necessary or reasonably requested by the Administrative Agent to ensure any Internet Domain Name is registered. 
 (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each account and each payment in respect of general intangibles to observe and perform all the conditions and
obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an account or a payment in
respect of a general intangible by reason of or arising out of any Loan Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Grantor
under or pursuant to any agreement giving rise to an account or a payment in respect of a general intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of

  


					
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any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or
to which it may be entitled at any time or times. 
 Section 6.3 Pledged Collateral. (a) Voting
Rights. During the continuance of an Event of Default, upon notice by the Administrative Agent to the relevant Grantor or Grantors, the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right
pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and
any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any Pledged Collateral upon the merger, amalgamation, consolidation,
reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar
or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall
have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. 
 (b) Proxies. In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and
other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other
instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or
any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or
members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any
transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall
only terminate upon the payment in full of the Secured Obligations (other than Contingent Indemnification Obligations). 
 (c)
Authorization of Issuers. Each Grantor hereby expressly irrevocably authorizes and instructs, without any further instructions from such Grantor, each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with
any instruction received by it from the Administrative Agent in writing that states that an Event of Default is continuing and is otherwise in accordance with the terms of this Agreement and each Grantor agrees that such issuer shall be fully
protected from Liabilities to such Grantor in so complying and (ii) unless otherwise expressly permitted hereby or by the Credit Agreement, pay any dividend or make any other payment with respect to the Pledged Collateral directly to the
Administrative Agent. 
 Section 6.4 Proceeds to be Turned over to and Held by Administrative Agent. Unless
otherwise expressly provided in the Credit Agreement or this Security Agreement, at any

  


					
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time during the continuance of an Event of Default, all proceeds of any Collateral received by any Grantor hereunder in cash or Cash Equivalents shall be held by such Grantor in trust for the
Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by any Grantor, be turned over to the Administrative Agent in the exact form received (with any necessary endorsement).
All such proceeds of Collateral and any other proceeds of any Collateral received by the Administrative Agent in cash or Cash Equivalents shall be held by the Administrative Agent in a Security Cash Collateral Account. All proceeds being held by the
Administrative Agent in a Security Cash Collateral Account (or by such Grantor in trust for the Administrative Agent) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied
as provided in the Credit Agreement. 
 Section 6.5 Certain Rights. (a) Each Grantor recognizes that the
Administrative Agent may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwise or may determine that a public sale
is impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for
their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any Pledged Collateral for the
period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act or under applicable state securities laws even if such issuer would agree to do so. 
 (b) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales
of any portion of the Pledged Collateral pursuant to this Section 6.5 valid and binding and in compliance with all applicable Requirements of Law. Each Grantor further agrees that a breach of any covenant contained in this
Section 6.5 will cause irreparable injury to the Administrative Agent and other Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence,
that each and every covenant contained in this Section 6.5 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such
covenants except for a defense that no Event of Default has occurred under the Credit Agreement. or that all Guaranteed Obligations have been paid in full in cash. 
 Section 6.6 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the Secured
Obligations and the fees and disbursements of any attorney employed by the Administrative Agent or any other Secured Party to collect such deficiency. 
 ARTICLE VII 
 THE ADMINISTRATIVE AGENT 
 Section 7.1 Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably
constitutes and appoints the Administrative Agent and any Related

  


					
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Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such
Grantor or in its own name, exercisable while any Event of Default shall be continuing for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or
desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without
notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing: 
 (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with
respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account
or general intangible or with respect to any other Collateral whenever payable; 
 (ii) in the case of any
Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such
Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; 
 (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and
the costs thereof); 
 (iv) execute, in connection with any sale provided for in Section 6.1 or
Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or 
 (v)(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall
direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice,
freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at
law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought
against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the
Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion
determine, including the execution and filing of any document necessary to effectuate or

  


					
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record such assignment and (H) generally, Sell, grant a Lien on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the
Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or
realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. 
 (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but
without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. 
 (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in
Section 2.9 (Interest) of the Credit Agreement shall be payable in accordance with Section 11.3 of the Credit Agreement. 
 (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this
Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. 
 Section 7.2 Authorization to File Financing Statements. Each Grantor authorizes the Administrative Agent and its Related Persons, at any time and from time to time, to file or record
financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect the security
interests of the Administrative Agent under this Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets of the debtor”. A photographic or other reproduction of this Agreement
shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. Such Grantor also hereby ratifies its authorization for the Administrative Agent to have filed any initial
financing statement or amendment thereto under the UCC (or other similar laws) in effect in any jurisdiction if filed prior to the date hereof. 
 Section 7.3 Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action
taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between
the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the
Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation or entitlement to make any inquiry
respecting such authority. 
 Section 7.4 Duty; Obligations and Liabilities. (a) Duty of
Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical

  


					
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preservation of the Collateral in its possession shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. The powers conferred on
the Administrative Agent hereunder are solely to protect the Administrative Agent’s interest in the Collateral and shall not impose any duty upon the Administrative Agent to exercise any such powers. The Administrative Agent shall be
accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross
negligence or willful misconduct as finally determined by a court of competent jurisdiction. In addition, the Administrative Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value
thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by the Administrative Agent in good faith. 
 (b) Obligations and Liabilities with respect to Collateral. No Secured Party and no Related Person thereof shall be liable for
failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action
whatsoever with regard to any Collateral. The powers conferred on the Administrative Agent hereunder shall not impose any duty upon any other Secured Party to exercise any such powers. The other Secured Parties shall be accountable only for amounts
that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. 
 ARTICLE VIII

 MISCELLANEOUS 
 Section 8.1 Reinstatement. Each Grantor agrees that, if any payment made by any Loan Party or other Person and applied to the Secured Obligations is at any time annulled, avoided, set
aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by any Secured Party to such Loan Party, its estate, trustee,
receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and
remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (a) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by
virtue of the foregoing or (b) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release,
termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.

 Section 8.2 Release of Collateral. (a) At the time provided in clause (b)(iii) of
Section 10.10 (Release of Collateral or Guarantors) of the Credit Agreement, the Collateral shall be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such
termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by

  


					
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any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor is hereby authorized to file UCC termination statements at such time evidencing the termination of the Liens
so released. At the request of any Grantor following any such termination, the Administrative Agent shall promptly deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such
Grantor such documents as such Grantor shall reasonably request to evidence such termination. 
 (b) If the Administrative Agent
shall be directed or permitted pursuant to clause (i) or (ii) of Section 10.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to
the extent provided under, and subject to the terms and conditions set forth in, such clauses (i) and (ii). In connection therewith, the Administrative Agent, at the request of any Grantor, shall execute and deliver to such
Grantor such documents as such Grantor shall reasonably request to evidence such release. 
 (c) At the time provided in
Section 10.10(a) of the Credit Agreement and at the request of the Borrower, a Grantor shall be released from its obligations hereunder in the event that all the Securities of such Grantor shall be Sold to any Person that is not an
Affiliate of Holdings, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents. 
 Section 8.3 Independent Obligations. The obligations of each Grantor hereunder are independent of and separate from the Secured Obligations and the Guaranteed Obligations. If any Secured Obligation or Guaranteed
Obligation is not paid when due, or upon any Event of Default, the Administrative Agent may, at its sole election, proceed directly and at once, without notice, against any Grantor and any Collateral to collect and recover the full amount of any
Secured Obligation or Guaranteed Obligation then due, without first proceeding against any other Grantor, any other Loan Party or any other Collateral and without first joining any other Grantor or any other Loan Party in any proceeding. 

Section 8.4 No Waiver by Course of Conduct. No Secured Party shall by any act (except by a written instrument pursuant
to Section 8.6), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part
of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

 Section 8.5 Amendments and Terminations in Writing. None of the terms or provisions of this Agreement may
be waived, amended, terminated, supplemented or otherwise modified except in accordance with Section 11.1 of the Credit Agreement; provided, however, that annexes to this Agreement may be supplemented (but no existing
provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form of Annex 1 and Annex 2, respectively, in each case duly executed by the Administrative
Agent and each Grantor directly affected thereby. 
 Section 8.6 Additional Grantors; Additional Pledged
Collateral. (a) Joinder Agreements. If, at the option of the Borrower or as required pursuant to Section 7.10 of the Credit Agreement, the Borrower shall cause any Subsidiary that is not a Grantor to become a

  


					
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Grantor hereunder, such Subsidiary shall execute and deliver to the Administrative Agent a Joinder Agreement substantially in the form of Annex 2 and shall thereafter for all purposes
be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date. 
 (b)
Pledge Amendments. To the extent any Pledged Collateral has not been delivered as of the Closing Date, such Grantor shall deliver a pledge amendment duly executed by the Grantor in substantially the form of Annex 1 (each, a
“Pledge Amendment”). Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. 
 Section 8.7 Notices. All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in
Section 11.11 of the Credit Agreement; provided, however, that any such notice, request or demand to or upon any Grantor shall be addressed to the Borrower’s notice address set forth in such Section 11.11.

 Section 8.8 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of
each Grantor and shall inure to the benefit of each Secured Party and their successors and assigns; provided, however, that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the
prior written consent of the Administrative Agent. 
 Section 8.9 Counterparts. This Agreement may be
executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages
may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or by Electronic Transmission shall be as effective as delivery of a
manually executed counterpart hereof. 
 Section 8.10 Severability. Any provision of this Agreement being
held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Agreement or any part of such provision in any other jurisdiction.

 Section 8.11 Governing Law. This Agreement and the rights and obligations of the parties hereto shall be
governed by, and construed and interpreted in accordance with, the law of the State of New York. 
 Section 8.12
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES
TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO,
OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH, ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREIN OR RELATED
THERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12. 
  


					
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 [SIGNATURE PAGES FOLLOW] 
  


					
		  	26	  	 GUARANTY AND SECURITY AGREEMENT
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 IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty and Security Agreement
to be duly executed and delivered as of the date first above written. 
  

			
	THE PRINCETON REVIEW, INC.
    as Grantor
		
	By:	 	 /s/ STEPHEN RICHARDS

		 	Stephen C. Richards
		 	Chief Operating Officer and Chief Financial Officer


 [SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR THE PRINCETON REVIEW,
INC.’S 
 CREDIT AGREEMENT] 








			
	TEST SERVICES, INC.
		 	as Grantor
		
	By:	 	 /s/ STEPHEN RICHARDS

		 	Stephen C. Richards
		 	Vice President and Treasurer
	
	 PRINCETON REVIEW OPERATIONS, L.L.C.
         as Grantor

		
	By:	 	 /s/ STEPHEN RICHARDS

		 	Stephen C. Richards
		 	President and Chief Operating Officer
	
	THE PRINCETON REVIEW OF ORANGE COUNTY, LLC
		 	as Grantor
		
	By:	 	 /s/STEPHEN RICHARDS

		 	Stephen C. Richards
		 	Vice President and Treasurer
	
	PENN FOSTER, INC.
		 	as Grantor
		
	By:	 	 /s/ STEPHEN RICHARDS

		 	Stephen C. Richards
		 	Chief Operating Officer and Treasurer
	
	PENN FOSTER EDUCATION GROUP, INC.
		 	as Grantor
		
	By:	 	 /s/ STEPHEN RICHARDS

		 	Stephen C. Richards
		 	Vice President and Treasurer


 [SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR THE PRINCETON REVIEW,
INC.’S CREDIT AGREEMENT] 








			
	 ACCEPTED AND AGREED
 as of the date first above written:

	
	 GENERAL ELECTRIC CAPITAL CORPORATION
         as Administrative Agent

		
	By:	 	 /s/ PHILIP S. COX

	Name:	 	Philip S. Cox
	Title:	 	Duly Authorized Signatory

 [SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR THE PRINCETON REVIEW,
INC.’S 
 CREDIT AGREEMENT] 







 ANNEX 1 
 TO 
 GUARANTY AND SECURITY AGREEMENT1 
 FORM OF PLEDGE AMENDMENT 
 This PLEDGE AMENDMENT, dated as of
             , 20    , is delivered pursuant to Section 8.6 of the Guaranty and Security Agreement, dated as of December 7, 2009,
by The Princeton Review, Inc. (the “Borrower”), the undersigned Grantor and the other Affiliates of the Borrower from time to time party thereto as Grantors in favor of General Electric Capital Corporation, as administrative agent
and collateral agent for the Secured Parties referred to therein (the “Guaranty and Security Agreement”). Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement. 
 The undersigned hereby agrees that this Pledge Amendment may be attached to the Guaranty and Security Agreement and that the Pledged
Collateral listed on Annex 1-A to this Pledge Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Obligations of the undersigned. 
 The undersigned hereby represents and warrants that each of the representations and warranties contained in Sections 4.1, 4.2,
4.5 and 4.10 of the Guaranty and Security Agreement is true and correct and as of the date hereof as if made on and as of such date. 
  

			
	[GRANTOR]
		
	By:	 	  

	Name:	 	
	Title:	 	


  
  
 
To be used for pledge of Additional Pledged Collateral by existing Grantor. 
  


					
		  	A1-1	  	 GUARANTY AND SECURITY AGREEMENT
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 Annex 1-A 
 PLEDGED STOCK 
  

									
	 ISSUER
	 	 CLASS
	 	 CERTIFICATE NO(S).
	 	 PAR VALUE
	 	 NUMBER OF
 SHARES,
 UNITS OR
 INTERESTS


 PLEDGED DEBT INSTRUMENTS 
  

									
	 ISSUER
	 	 DESCRIPTION OF DEBT
	 	 CERTIFICATE NO(S).
	 	 FINAL MATURITY
	 	 PRINCIPAL
 AMOUNT


  


					
		  	A1-2	  	 GUARANTY AND SECURITY AGREEMENT
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 ACKNOWLEDGED AND AGREED 
 as of the date first above written: 
 GENERAL ELECTRIC CAPITAL CORPORATION 
 as Administrative Agent 
  

			
	By:	 	  

	 Name:
 Title:
	 	

  


					
		  	A1-3	  	 GUARANTY AND SECURITY AGREEMENT
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 ANNEX 2 
 TO 
 GUARANTY AND SECURITY AGREEMENT 
 FORM OF JOINDER AGREEMENT 
 This JOINDER AGREEMENT, dated as of              , 20    , is delivered pursuant to Section 8.6 of the Guaranty and Security
Agreement, dated as of December 7, 2009, by The Princeton Review, Inc. (the “Borrower”) and the Affiliates of the Borrower from time to time party thereto as Grantors in favor of the General Electric Capital Corporation, as
administrative agent and collateral agent for the Secured Parties referred to therein (the “Guaranty and Security Agreement”). Capitalized terms used herein without definition are used as defined in the Guaranty and Security
Agreement. 
 By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 8.6 of the
Guaranty and Security Agreement, hereby becomes a party to the Guaranty and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing,
as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, hereby mortgages, pledges and hypothecates to the
Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of
the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The undersigned hereby agrees to be bound as a Grantor for the purposes of the Guaranty and Security Agreement. 
 The information set forth in Annex 1-A is hereby added to the information set forth in Schedules 1 through 6 to
the Guaranty and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on
Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned. 
 The undersigned hereby represents and warrants that each of the representations and warranties contained in Article IV of the
Guaranty and Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date. 
 IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written. 
  


			
	[ADDITIONAL GRANTOR]
		
	By:	 	  

	 Name:
 Title:
	 	


  


					
		  	A2-1	  	 GUARANTY AND SECURITY AGREEMENT
 THE PRINCETON REVIEW, INC.











					
	ACKNOWLEDGED AND AGREED
	as of the date first above written:	 		 	
	[EACH GRANTOR PLEDGING
	ADDITIONAL COLLATERAL]	 		 	

  

			
	By:	 	  

	 Name:
 Title:
	 	
	
	 GENERAL ELECTRIC CAPITAL CORPORATION
 as Administrative Agent

		
	By:	 	  

	 Name:
 Title:
	 	

  


					
		  	A2-2	  	 GUARANTY AND SECURITY AGREEMENT
 THE PRINCETON REVIEW, INC.










 ANNEX 3 
 TO 
 GUARANTY AND SECURITY AGREEMENT 
 FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT1 
 THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of              , 20    , is made by each of the entities listed on the
signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent and collateral agent (in such
capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the Lenders and the L/C Issuers (as defined in the Credit Agreement referred to below). 
 W I T N E S S E T H: 
 WHEREAS, pursuant to the Credit Agreement, dated as of December 7, 2009 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower,
Holdings, the Lenders and the L/C Issuers from time to time party thereto and GE Capital, as Administrative Agent for the Lenders and the L/C Issuers, the Lenders and the L/C Issuers have severally agreed to make extensions of credit to the Borrower
upon the terms and subject to the conditions set forth therein; 
 WHEREAS, each Grantor (other than the Borrower) has agreed,
pursuant to a Guaranty and Security Agreement of even date herewith in favor of the Administrative Agent (the “Guaranty and Security Agreement”), to guarantee the Obligations (as defined in the Credit Agreement) of the Borrower; and

 WHEREAS, all of the Grantors are party to the Guaranty and Security Agreement pursuant to which the Grantors are required to
execute and deliver this [Copyright] [Patent] [Trademark] Security Agreement; 
 NOW, THEREFORE, in consideration of the
premises and to induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the Credit Agreement and to induce the Lenders and the L/C Issuers to make their respective extensions of credit to the Borrower thereunder, each Grantor
hereby agrees with the Administrative Agent as follows: 
 Section 1. Defined Terms. Capitalized terms used
herein without definition are used as defined in the Guaranty and Security Agreement. 
 Section 2. Grant of
Security Interest in [Copyright] [Trademark] [Patent] Collateral. Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured
Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a Lien on and security interest
in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “[Copyright] [Patent] [Trademark] Collateral”): 
 (a) [all of its Copyrights and all IP Licenses providing for the grant by or to such Grantor of any right under any Copyright, including, without limitation, those Copyright registrations and applications
for registration referred to on Schedule 1 hereto; 
  
  

	1	 Separate agreements should be executed relating to each Grantor’s respective Copyrights, Patents, and Trademarks. 


  

 A3-1 








 (b) all renewals, reversions and extensions of the foregoing; and 
 (c) all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing,
including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.] 
 or 
 (a) [all of
its Patents and all IP Licenses providing for the grant by or to such Grantor of any right under any Patent, including, without limitation, those referred to on Schedule 1 hereto; 
 (b) all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; and

 (c) all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of
the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.] 
 or 
 (a) [all of
its Trademarks and all IP Licenses providing for the grant by or to such Grantor of any right under any Trademark, including, without limitation, those Trademark registrations and applications for registration referred to on Schedule 1
hereto; 
 (b) all renewals and extensions of the foregoing; 
 (c) all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and 
 (d) all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing,
including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.] 
 Section 3. Guaranty and Security Agreement. The security interest granted pursuant to this [Copyright] [Patent]
[Trademark] Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Guaranty and Security Agreement and each Grantor hereby acknowledges and agrees that the rights and remedies of
the Administrative Agent with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein. 
 Section 4. Grantor Remains Liable. Each
Grantor hereby agrees that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their
[Copyrights] [Patents] [Trademarks] and IP Licenses subject to a security interest hereunder. 
  

 A3-2 








 Section 5. Counterparts. This [Copyright] [Patent] [Trademark] Security
Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. 
 Section 6. Governing Law. This [Copyright] [Patent] [Trademark] Security Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of
the State of New York. 
 [SIGNATURE PAGES FOLLOW] 
  


 A3-3 








 IN WITNESS WHEREOF, each Grantor has caused this [Copyright] [Patent] [Trademark] Security
Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	Very truly yours,
	
	 [GRANTOR]
         as Grantor

		
	By:	 	  

	Name:	 	
	Title:	 	


 [SIGNATURE PAGE TO [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT]

  

 A3-4 









					
	ACCEPTED AND AGREED
	as of the date first above written:	 		 	

  

			
	 GENERAL ELECTRIC CAPITAL CORPORATION
 as Administrative Agent

		
	By:	 	  

	 Name:
 Title:
	 	

 [SIGNATURE PAGE TO [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT] 
  

 A3-5 








 ACKNOWLEDGMENT OF GRANTOR 
  

							
	STATE OF                        	 	)	 		  	
		 	)	 	ss.	  	
	COUNTY OF                    	 	)	 		  	

 On this      day of
             , 20     before me personally appeared
                                , proved to me on the basis of satisfactory
evidence to be the person who executed the foregoing instrument on behalf of             , who being by me duly sworn did depose and say that he is an authorized officer of said
corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he acknowledged said instrument to be the free act and deed of said corporation. 
  
  
 Notary Public 
 [ACKNOWLEDGEMENT OF GRANTOR FOR [COPYRIGHT]
[PATENT] [TRADEMARK] SECURITY AGREEMENT] 
  

 A3-6 








 SCHEDULE I 
 TO 
 [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT 
 [Copyright] [Patent] [Trademark] Registrations 
  

	A.	REGISTERED [COPYRIGHTS] [PATENTS] [TRADEMARKS] 

 [Include Registration Number and Date] 
  

	B.	[COPYRIGHT] [PATENT] [TRADEMARK] APPLICATIONS 

 [Include Application Number and Date] 
  

	C.	IP LICENSES 

 [Include complete
legal description of agreement (name of agreement, parties and date)] 
  


					
		  	A3-I	  	 GUARANTY AND SECURITY AGREEMENT
 THE PRINCETON REVIEW, INC.